Exhibit 1

                      [LETTERHEAD OF NCS HEALTHCARE, INC.]

August 20, 2002

Dear NCS HealthCare, Inc. Stockholder:

     In the last few weeks there have been several major developments concerning
NCS HealthCare, Inc. ("NCS" or the "Company"). On July 28, 2002, NCS entered
into a merger agreement with Genesis Health Ventures, Inc. ("Genesis") pursuant
to which each issued and outstanding share of the Company's Class A and Class B
common stock will be converted into .1 shares of Genesis common stock. In
addition, upon completion of the merger, Genesis has agreed to discharge the
entire $206 million principal amount of outstanding indebtedness under the
Company's senior credit facility, redeem the full $102 million principal amount
of outstanding NCS 5 3/4% convertible subordinated debentures due 2004 at their
face value, plus accrued and unpaid interest and redemption premium, and provide
for the payment of our other indebtedness. Based on the $15.90 per share closing
price of Genesis common stock on August 19, 2002, the last trading day prior to
the date of this letter, the consideration to be received by NCS stockholders in
the merger had a value of $1.59 per share. The Genesis merger is subject to
regulatory approvals and other customary conditions, including the approval of
the holders of a majority of the voting power of the Company's outstanding Class
A and B shares.

     As part of the agreement with Genesis, the undersigned and the President
and Chief Executive Officer of NCS, Kevin B. Shaw, who collectively hold an
aggregate of approximately 65% of the combined voting power of the outstanding
Class A and Class B shares, have agreed to vote their shares in favor of the
Genesis merger and against any competing proposal. We believe that the Genesis
transaction represents an excellent opportunity for the Company's stakeholders,
particularly in light of the difficult conditions faced by the Company in recent
times.

     On August 8, 2002, Omnicare, Inc. ("Omnicare"), through its wholly owned
subsidiary, NCS Acquisition Corp., commenced an unsolicited tender offer for all
outstanding NCS Class A and Class B common shares at a price of $3.50 per share
in cash. As described in greater detail in the attached
Solicitation/Recommendation Statement on Schedule 14D-9, the independent
committee and the NCS board have concluded that the Omnicare offer is not in the
best interests of NCS stakeholders for the following reasons, among others:

     - THE OMNICARE OFFER IS HIGHLY CONDITIONAL.  The Omnicare offer is subject
       to numerous conditions, many of which cannot be satisfied in light of our
       contractual arrangements with Genesis.

     - THE OMNICARE OFFER IS ILLUSORY.  In view of the numerous conditions to
       the Omnicare offer, many of which are vague or cannot be satisfied, and
       the fact that Omnicare reserves the right to determine, in its sole
       discretion, whether these conditions have been satisfied, the independent
       committee and the board believe that the Omnicare offer is illusory and
       may be intended primarily to disrupt the Company's merger with Genesis.

     - THE GENESIS MERGER IS MORE CERTAIN.  Given the tenor and results of
       Omnicare's previous discussions with the Company, the independent
       committee and the board believe that there is a much higher certainty of
       consummating the Genesis transaction (which provides for a full recovery
       for the Company's creditors and provides significant value to NCS equity
       holders), thereby increasing the likelihood that value will be delivered
       to NCS stakeholders.

     - NO BINDING COMMITMENT TO DEBT HOLDERS.  The Omnicare offer, in contrast
       to the Genesis merger, does not contain a binding commitment from
       Omnicare to provide a full recovery to the creditors of NCS, to whom the
       independent committee and the board owe fiduciary duties.

     - NO PARTICIPATION IN LONG-TERM APPRECIATION.  The Omnicare offer does not
       provide NCS stockholders with the opportunity to participate in any
       long-term appreciation in the value of Omnicare.


     ACCORDINGLY, FOR THE FOREGOING REASONS AND THE OTHER REASONS SET FORTH IN
THE ATTACHED STATEMENT, THE INDEPENDENT COMMITTEE AND THE BOARD RECOMMEND THAT
HOLDERS OF NCS COMMON SHARES REJECT THE OMNICARE OFFER AND NOT TENDER THEIR
SHARES PURSUANT TO THE OMNICARE OFFER.

     Under the terms of the Genesis merger agreement, we are not permitted to
engage in discussions with Omnicare unless the board of directors concludes in
good faith, after consultation with the Company's legal and financial advisors
and after taking into account all relevant terms and conditions of the offer,
that the Omnicare offer is, or is likely to result in, a "superior proposal"
within the meaning of the Genesis merger agreement. The board of directors and a
committee of the board comprised of independent directors have evaluated the
Omnicare offer and, at this time, for the reasons stated above and the other
reasons set forth in the attached statement, we are unable to conclude that the
Omnicare offer constitutes a superior proposal within the meaning of the Genesis
merger agreement.

     I can assure you that the independent committee and the board are acutely
aware of their fiduciary duties. The independent committee and the board have
acted at all times in the best interests of all of the Company's stakeholders
and will continue to do so. We, of course, will keep you advised of significant
further developments.

                                          Very truly yours,

                                          /s/ Jon H. Outcalt
                                          Jon H. Outcalt
                                          Chairman

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